SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


(MARK  ONE)

  X     QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(D)  OF  THE
       SECURITIES  EXCHANGE  ACT  OF  1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

       TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR
       SECTION  15(D)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

          FOR  THE  TRANSITION  PERIOD  FROM  _____________  TO  ______________


                        COMMISSION FILE NUMBER: 000-00000

                                DSTAGE.COM, INC.
      (EXACT NAME OF SMALL BUSINESS REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                     52-2195605
 (State  or  other  jurisdiction                   (I.R.S.  Employer
of  incorporation  or  organization)              Identification  No.)

                         1600  BROADWAY,  SUITE  2400                80202
                              DENVER,  COLORADO                   (Zip  Code)
                    (Address of principal executive offices)

                                 (303) 542-1802
               Registrant's telephone number, including area code


              SECURITIES REGISTERED UNDER SECTION 12(B) OF THE ACT:

                                      NONE

         SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:

                                (TITLE OF CLASS)
                         COMMON STOCK, PAR VALUE $0.001

    Check  whether  the  issuer  (1)  filed  all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been subject to such filing requirements for the past 90 days. Yes  X    No

As  of April 30, 2002, the Registrant had outstanding 12,146,601 shares of
Common Stock,  $0.001  par  value.

                                        1
<PAGE>

                                TABLE OF CONTENTS
                            FORM 10-QSB QUARTERLY REPORT
                       QUARTERLY PERIOD ENDED MARCH 31, 2002

                                DSTAGE.COM, INC.


ITEM                                                                       PAGE

                         PART I:  FINANCIAL INFORMATION

1.     Financial  Statements  (Unaudited)                                      3
     Balance  Sheets  at  March  31,  2002  and  December  31, 2001            3
     Statements of Operations for the three months ended March 31, 2002
       and 2001 and Cumulative  During  Development  Stage                     4
     Statements  of Cash Flows for the for the three months ended
       March 31, 2002 and  2001  and Cumulative  During  Development  Stage    5
     Notes  to  Financial  Statements                                          6

2.     Management's Discussion and Analysis of Financial Condition and Results
       of  Operations                                                         12

                           PART II:  OTHER INFORMATION

1.     Legal  Proceedings                                                     19
2.     Changes  in  Securities                                                19
3.     Defaults  Upon  Senior  Securities                                     19
4.     Submission  of  Matters  to  a  Vote  of  Securities  Holders          19
5.     Other  Information                                                     19
6.     Exhibits  and  Reports  on  Form  8-K                                  19
       Signatures                                                             19




THIS  REPORT  ON  FORM  10-QSB  CONTAINS  FORWARD-LOOKING  STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND WITHIN THE
MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, WHICH
ARE  SUBJECT  TO  THE  "SAFE  HARBOR"  CREATED  BY  THOSE  SECTIONS.  THESE
FORWARD-LOOKING  STATEMENTS INCLUDE BUT ARE NOT LIMITED TO STATEMENTS CONCERNING
OUR  BUSINESS OUTLOOK OR FUTURE ECONOMIC PERFORMANCE; ANTICIPATED PROFITABILITY,
REVENUES,  EXPENSES  OR  OTHER  FINANCIAL  ITEMS;  AND  STATEMENTS  CONCERNING
ASSUMPTIONS  MADE OR EXCEPTIONS AS TO ANY FUTURE EVENTS, CONDITIONS, PERFORMANCE
OR  OTHER MATTERS WHICH ARE "FORWARD-LOOKING STATEMENTS" AS THAT TERM IS DEFINED
UNDER  THE  FEDERAL  SECURITIES  LAWS.  ALL  STATEMENTS,  OTHER  THAN HISTORICAL
FINANCIAL INFORMATION, MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS. THE WORDS
"BELIEVES",  "PLANS",  "ANTICIPATES",  "EXPECTS", AND SIMILAR EXPRESSIONS HEREIN
ARE  INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS
ARE SUBJECT TO RISKS, UNCERTAINTIES, AND OTHER FACTORS, WHICH WOULD CAUSE ACTUAL
RESULTS  TO  DIFFER  MATERIALLY  FROM  THOSE  STATED  IN  SUCH  STATEMENTS.
FORWARD-LOOKING  STATEMENTS  INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN
"FACTORS  THAT MAY AFFECT FUTURE RESULTS," AND ELSEWHERE IN THIS REPORT, AND THE
RISKS  DISCUSSED  IN  THE  COMPANY'S  OTHER  SEC  FILINGS.

                                        2
<PAGE>

PART  I  -  FINANCIAL  INFORMATION

ITEM  1.  -  FINANCIAL  STATEMENTS

                                DSTAGE.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                            MARCH 31,     DECEMBER 31,
                                                              2002            2001
ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . (Unaudited)      (Audited)
-------------------------------------------------------------------------------
<S>                                                        <C>              <C>
Current assets:
Cash                                                    $       3,621   $    10,624
Prepaid services (Note 3)                                      67,508        67,616
Prepaid and deposits                                              781        18,011
                                                        ----------------------------
  Total current assets                                         71,910        96,251
                                                        ----------------------------
Computer equipment and software, net of depreciation            3,533         3,716
Office furniture and equipment, net of depreciation             3,201         3,460
Prepaid services (Note3)                                      192,112       238,901
Investments in other companies, less impairment
  of $709,908 at March 31, 2002 and  December 31, 2001            200           200
Licensed Technology                                            38,000        38,000
                                                        ----------------------------
  Total assets                                          $     308,956   $   380,528
                                                        ============================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued liabilities                $      97,043   $    78,281
Due to stockholders (Note 7)                                   16,960        15,363
Notes payable                                                   4,477         9,676
                                                        ----------------------------
  Total current liabilities                                   118,480       103,320
                                                        ----------------------------
Stockholders' equity:
Common stock, $.001 par value, Authorized 50,000,000 shares at
  March 31, 2002 and December 31, 2001:
  issued and outstanding 12,146,601 at March 31, 2002 and
  12,064,101 at December 31, 2001                              12,147        12,064
Additional paid-in capital                                  4,272,203     4,211,961
(Deficit) accumulated during development stage             (3,128,378)   (2,896,808)
Deferred Compensation                                        (965,496)   (1,050,009)
                                                        ----------------------------
  Total stockholders' equity                                  190,476       277,208
                                                        ----------------------------
  Total liabilities and stockholders' equity            $     308,956   $   380,528
                                                        ============================
</TABLE>

                 See accompanying notes to financial statements

                                        3
<PAGE>

                                DSTAGE.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                             CUMULATIVE
                                              DURING
                                            DEVELOPMENT      THREE MONTHS ENDED MARCH 31,
                                              STAGE             2002              2001
--------------------------------------------------------------------------------------------
<S>                                        <C>            <C>                <C>
Revenue:
  Professional services                    $     53,608   $              -   $           -

Operating expenses:
  Cost of services                               53,500                  -               -

  Sales and marketing                            41,937              2,376            5,000
  Research and development       .              251,859                238           13,254
  General and administrative       .            906,231            228,693           13,141
  Impairment of assets                        1,215,838                  -                -
  Impairment of investments in other
    companies       .                           709,908                  -                -
                                           -------------------------------------------------
Total operating expenses          .           3,179,272            231,306           31,395
                                           -------------------------------------------------
Income (loss) from operations        .       (3,125,664)          (231,306)        (31,395)
                                           -------------------------------------------------
  Other income (expense), net                    (2,714)              (265)            (196)
                                           -------------------------------------------------
Net income (loss)             .            $ (3,128,378)  $       (231,571)   $     (31,591)
                                           =================================================
Net income (loss) per share:
  Basic and diluted           .            $      (0.40)  $          (0.02)   $       (0.00)
                                           =================================================
Weighted average shares used in computing
net income (loss) per share
  Basic and diluted                           7,916,393         12,127,281         7,408,222
                                           =================================================
</TABLE>

                 See accompanying notes to financial statements

                                        4
<PAGE>

                                DSTAGE.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                     CUMULATIVE
                                                                       DURING
                                                                     DEVELOPMENT    THREE MONTHS ENDED MARCH, 31
                                                                        STAGE            2002           2001
-----------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>            <C>            <C>
Cash flows from operating activities:
  Net (loss)                                                        $ (3,128,378)  $   (231,570)  $   (31,591)
  Adjustments to reconcile net (loss)
      to cash provided (used) by operating activities:
    Depreciation                                                           3,116            444           333
    Issuance of common stock for services                                174,000              -             -
    Issuance of common stock for expense reimbursement                    22,051              -         5,617
    Issuance of common stock for technology                               19,167              -             -
    Impairment of investments in other companies                         709,908              -             -
    Impairment of assets                                               1,215,838              -             -
    Revenue paid in common stock                                            (108)             -             -
    Prepaid services expensed                                            270,285         46,897             -
    Amortization of deferred compensation                                482,181        144,838         5,760
    Expenses paid through notes payable proceeds                          66,490              -        13,029
    Change in assets and liabilities:
      Increase in other current assets           .                           945         17,231             -
      Increase in accounts payable and accrued liabilities   .           114,003         20,359         5,841
      Increase in notes payable                                            4,477         (5,199)            -
                                                                    ------------------------------------------
      Net cash (used) by operating activities        .                   (46,025)        (7,003)       (1,011)
                                                                    ------------------------------------------
Cash flows from investing activities:
    Acquisition of fixed assets                                           (6,689)             -             -
                                                                    ------------------------------------------
      Net cash (used) by investing activities        .                    (6,689)             -             -
                                                                    ------------------------------------------
Cash flows from financing activities:
    Contributed capital                                                   25,500              -             -
    Proceeds from issuance of common stock
     issuance of common stock                                             30,835              -             -
                                                                    ------------------------------------------
      Net cash provided by financing activities       .                   56,335              -             -
                                                                    ------------------------------------------
Net increase in cash                                                       3,621         (7,003)       (1,011)
Cash, beginning of period                                                      -         10,624         1,627
                                                                    ------------------------------------------
Cash, end of period                                                 $      3,621   $      3,621   $       616
                                                                    ==========================================
Non-cash transactions
  Purchase of property and equipment by issuance of common stock.   $  1,153,162   $          -   $         -
                                                                    ==========================================
  Purchase of licensed technology by issuance of common stock       $     38,000   $          -   $         -
                                                                    ==========================================
  Payment of prepaid and other assets by issuance of
    common stock                                                    $      1,726   $          -   $         -
                                                                    ==========================================
  Prepayment of services for common stock                           $   1,954,42   $     60,325   $   161,144
                                                                    ==========================================
  Investments in other companies              .                     $    710,000   $          -   $         -
                                                                    ==========================================
  Conversion of debt to common stock            .                   $     35,000   $          -   $         -
                                                                    ==========================================
  Forgiveness of debt by stockholder                                $     31,489   $          -   $         -
                                                                    ==========================================
</TABLE>

                 See accompanying notes to financial statements

                                        5
<PAGE>

                                DSTAGE.COM, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS

(1)  NATURE  OF  BUSINESS  AND  ORGANIZATION

Dstage.com,  Inc.,  a  Delaware  corporation (the "Company") was incorporated on
October  12, 1999 to provide support, organization and restructuring services to
development  stage  companies.

For  the  period October 12, 1999 (Inception) to March 31, 2002, the Company has
been  in  the  development stage.  The Company's activities since inception have
consisted  of  developing  the  business  plan,  raising  capital, business plan
implementation,  recruiting a management team and entering into new ventures and
alliances  with  affiliates.

From  inception  to  March  31,  2002,  the Company has had minimal revenues, of
$53,608,  and  has  expensed  operating  costs in the amount of $3,125,664.  The
Company  has nominal cash resources and has been largely dependent on the direct
financial  support  from  its  founding  stockholder and revenue to pay for cash
expenditures.  In  addition,  the Company has been dependent on contributed time
from  its  officers  and  directors  and  contributed  services from certain key
vendors.  A  loss  of  continuing cash investment from its founding stockholder,
contributed  time  from stockholders and directors and contributed services from
key  vendors  in  the  near term would have a detrimental effect on the Company.
Management  plans to continue to operate in the near term relying on contributed
cash,  time  and  services  and without expending significant amounts of cash or
incurring significant debt.  The Company has earned revenue in 2001 and plans to
increase  revenues  from  existing  and  proposed  contractual  relationships in
addition  to  obtaining external financing.  There can be no assurance that such
revenues  and  or  financing  will  be  successfully  obtained.



(2)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Basis  Of  Presentation

The  accompanying  financial  statements  have  been  prepared  by management in
accordance  with  basic  rules  established  by  the  Securities  and  Exchange
Commission for Form 10-QSB.  Accordingly, not all financial disclosures required
to  present  the financial position and results of operations in accordance with
generally  accepted  accounting  principles are included herein. It is suggested
that  these  condensed  financial  statements  be  read  in conjunction with the
financial  statements  and  notes thereto included in the Company's December 31,
2001  audited  financial  statements on Form 10-KSB as filed with the Securities
and  Exchange  Commission  on  April 2, 2001.  In the opinion of management, all
accruals  and  adjustments  (each  of  which  is  of  a normal recurring nature)
necessary for a fair presentation of the financial position as of March 31, 2001
and  the  results  of operations for the three-month period then ended have been
made.  Operating  results  for  the  three  months  ended March 31, 2002 are not
necessarily  indicative  of the results that may be expected for the year ending
December  31,  2002.  Significant  accounting  policies  have  been consistently
applied  in the interim unaudited financial statements and the audited financial
statements.


Use  of  Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles in the United States requires management to make estimates
and  assumptions  that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements.  Substantial  estimates  have  been  used regarding lives of assets,
impairment of investments in other companies and impairment of long-lived assets
and  prepaid  expenses,  which may not be realized.  Actual results could differ
materially  from  those  estimates.

                                        6
<PAGE>

Prepaid  Expenses  and  Deferred  Compensation

The  Company  has  negotiated  contracts  to  grant common stock in exchange for
future  (prepaid)  services with various other companies and individuals.  Where
the  other  companies  are independent or have minimal common stock ownership in
the  Company,  those  prepaid  expenses  have been presented in the accompanying
balance  sheet  as  an  asset.  Where  the  other  companies or individuals have
significant  stock  ownership  or  are functioning as, or similar to, employees,
officers  or directors, such prepaid services have been presented on the balance
sheet  as  deferred  compensation  and  a  reduction  to  total  equity.

It  is  Company  policy  to expense those items which have been unused after the
contractual period or after one year, if not used.  Other prepaid expenses where
services  are  being  used  are  amortized  over  the  life  of  the  contract.

Research  and  Development

The  Company  expenses  costs  of  research and development until the product or
service  under  development  reaches  technological feasibility, after which the
development costs are capitalized.  Once the product is placed into service, the
capitalized  costs are amortized over the estimated useful life of the product.


Impairment  of  Long-Lived  Assets

The  Company  adheres  to  the  provisions  of Statement of Financial Accounting
Standards  ("SFAS")  No.  144,  "Accounting  for  the  Impairment or Disposal of
Long-Lived  Assets" ("SFAS 144").  The Company reviews the carrying value of its
long-lived  assets  and certain identifiable intangibles for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may  not  be  recoverable  through  undiscounted  net  cash flows. Impairment is
calculated based on fair value of the asset, generally using net discounted cash
flows.  Any long-lived assets to be disposed of are reported at the lower of the
carrying  amount  or  fair  value  less estimated costs to sell.  The impairment
policy  followed  is  a  critical and significant accounting policy to which the
Company  adheres.

Going  Concern  Uncertainties

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted accounting principles, which contemplate continuation of the
Company  as  a  going  concern.  However,  the Company has experienced recurring
operating  losses  and  negative  cash  flows  from  operations.  The  Company's
continued existence is dependent upon its ability to increase operating revenues
and/or  obtain  additional  equity  financing.  Dstage  relies  on  BulletProof
Business  Plans,  Inc. to provide cash infusion when necessary and this reliance
will  continue  in  the  near  future.

In  view  of  these  matters, the Company is currently in negotiations to obtain
additional  equity  financing  to enable it to achieve its strategic objectives.
The  financial  statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.

Goodwill  and  Other  Intangible  Assets

Statement  of  Financial  Accounting  Standards  No.  142,  "Goodwill  and Other
Intangible  Assets" ("SFAS 142"), establishes accounting and reporting standards
for  recording  valuing and impairing and other intangible assets.  The adoption
of  SFAS  142  did  not  have  an impact on the Company's financial condition or
results  of  operations  for  the quarter ended March 31, 2002.  However, as our
business  model  is  heavily dependent on acquiring intangible assets, we expect
this  pronouncement  to  have  a  material impact on our financial condition and
results  of  operations  in  future  quarters.

                                        7
<PAGE>

Reclassifications

Certain  reclassifications  have  been  made to prior period amounts in order to
conform  to  the  current  period's  presentation.

(3)  -  PREPAID  SERVICES

Since  inception,  the  Company  entered  into  various  contracts with "Concept
Affiliates"  in  which vendors agreed to provide future professional services in
exchange  for common stock of the Company.  Services contracted in 2000 and 2001
included  multimedia  design,  securities  filings  preparation,  promotion,
interactive database technology, training course design and development, project
screening,  tax  incentive  consulting, strategic planning and direct marketing.
Since  the  first  second  quarter  of 2001, all transactions entered into under
these  arrangements  were  recorded  using the bid price of the Company's common
stock on the date of issuance as reported by the Over The Counter Bulletin Board
(OTCBB).

The  total  balance  of  prepaid  services as of December 31, 2001 was $306,517,
consisting  of  $67,616  in  current  assets and $238,901 in non-current assets.
Based on management estimates and accounting policies, $46,897 of these services
were  expensed  in  the  quarter  ended March 31, 2002.  No additions to prepaid
services under these arrangements were made in the quarter ended March 31, 2002.


The  shares  issued by the Company in connection with these transactions are not
registered  under  the Securities Act of 1933 and are subject to restrictions on
transferability  for  a  period of at least one year from the date of issuance.


(4)  -  INVESTMENT  IN  OTHER  COMPANIES

In  2000,  the Company exchanged 650,000 shares of its common stock at $1.00 per
share  for  1,111,111  shares  of GOTO-MD, Inc.'s ("GOTO-MD") outstanding common
shares  valued  at $0.63 per share.  As GOTO-MD was in the development stage, an
adjustment  was  made  to  recognize  the  impairment  of  the investment to its
estimated  fair  value.  The  Company  has recorded the investment in GOTO-MD at
$720,800 and has impaired substantially all of that amount to recognize the fair
value  of  the  investment  in  2000  and  2001.  During  2001,  GOTO-MD  had no
significant operations.  GOTO-MD's primary asset during that period consisted of
the  650,000  shares of the Company's common stock exchanged in the transaction.


In  2000,  the  Company acquired 1% of Ameribank Card Services, Inc. in exchange
for 10,000 common shares of the Company.  The Company recorded the investment in
Ameribank  Card Services at $10,000 less an impairment of $9,900, resulting in a
net  asset  value  of  $100.  Ameribank  Card  Services  continues to pursue its
business model in 2002, having grown its portfolio of merchant accounts from 327
merchants  at the beginning of 2001 to 412 as merchants as of December 31, 2001.




(5)  -  LICENSED  TECHNOLOGY

On  November  5,  2001,  the Company entered into a technology license agreement
with  Sunncomm,  Inc.  ("SunnComm"),  to license its Proprietary Copy Management
Technology.  Under the terms of the agreement, the Company was to pay Sunncomm a
one-time  license  fee of $4,000,000 payable in the Company's common stock, with
the  amount  of  shares  issued not to exceed 2,000,000.  Initially, the Company
hoped to combine the SunnComm technology licensed with what was believed to be a
complementary  technology  the  Company  was  negotiating  to  acquire.

                                        8
<PAGE>

Following  execution  of  the  license  agreement, both parties, the Company and
SunnComm,  agreed  that  it  would  be  beneficial  to  expand  the scope of the
agreement  to  potentially  address  market  realities  more  effectively.  As a
result,  the  boards  of  both  parties deferred closing the transaction pending
completion  and  execution  of the expanded agreement.  On December 31, 2001, an
expanded agreement was executed and the Company's board approved the issuance of
2,000,000  restricted  shares, or approximately 16.69% of the outstanding common
shares  of  the  Company,  to SunnComm, Inc.  The Company's negotiated price was
$2.00  per  share;  however,  the  licensed technology was recorded at a nominal
value  of  $2,000,  since  the  ownership  percentage  by  SunnComm  following
consummation of the transaction made SunnComm a related party.   In May of 2002,
this  agreement was amended (see Subsequent Events), providing for the return of
certain  rights to SunnComm in exchange for 1,500,000 shares of our common stock
repurchased  as  consideration.

In  November  of  2001,  the  Company  entered  into an agreement with DataStand
Technologies, Inc. ("DataStand") to secure three premium licenses to DataStand's
OTCBB  interactive  databases  for  terms of three years in exchange for 270,000
shares of the Company's common stock.  The licensed technology was recorded at a
value  of  $36,000.


(6)  -  PROPERTY  &  EQUIPMENT  LEASE

In  June  2001,  the Company entered into a 49-year lease agreement with Bentley
House  Furniture  Company, Inc., a Philippine company, for an idle manufacturing
facility  built  in  1998  and  located in Davao City, Philippines.  The Company
granted  a  one-time payment of 1,000,000 common shares in lieu of $6,000,000 in
cash  for the full lease payment on the property.  The Company has the option to
purchase  the  facility during the lease term for $100,000 should Philippine law
permit a transfer of title to a U.S. Corporation.  The lessor agreed to bear all
legal,  tax  and  similar costs related to the transaction.  The lease agreement
was  negotiated  at a value of $6.00 per share; however, for accounting purposes
the  Company recorded the transaction at $1.15 per share.  The Company has fully
impaired  the value of the asset by $1,150,000 for 2001, in accordance with SFAS
144  because  expected  sublease opportunities did not materialize.  The Company
believes  that, there are substantial risks involved with this investment in the
property  and  equipment  lease.

In  April  of  2002,  we  were informed that Bentley House Furniture Company had
pledged  our  shares  to Weylock Trading Company, Inc., a Philippine Company, in
exchange  for  a loan.  We were also informed at that time of Weylock's interest
in  selling  us  back  the  shares  in exchange for our interest in the property
lease.  In  May  of  2002, we reached an agreement with Weylock Trading Company,
Inc.  providing for a transfer of our interest in the property lease in exchange
for  $500,000,  along  with  900,000  shares  of  our  common  repurchased  as
consideration  (See  Subsequent  Events).


(7)  -  DUE  TO  STOCKHOLDERS

In  2001,  the  Company's  founding  shareholder,  BulletProof  Business  Plans,
provided  a total of $39,333 in cash advances and expenses paid on the Company's
behalf.  The  advances  were  all  short-term obligations, due on demand and are
non-interest  bearing.  As  of December 31, 2001, the Company had repaid a total
of  $33,470 to BulletProof under these obligations, leaving a balance of $5,863,
which  was  paid  in  January of 2002.  In the quarter ended March 31, 2002, the
Company  secured  a  total  of $7,460 in new borrowings under this arrangement.

In  the  fourth  quarter  ended  December  31, 2001, the Company entered into an
agreement  with  its largest shareholder, BulletProof Business Plans, Inc. and a
company  owned by its CEO, Frank Maresca, Frank Maresca & Associates, to provide
consulting  services  for a biopharmaceutical company engaged in the development
of generic paclitaxel. The balance of $9,500 in services due under the agreement
is  reflected  as  due  to  stockholders.

                                        9
<PAGE>

(8)  -  STOCKHOLDERS'  EQUITY


In the quarter ended March 31, 2002, the Company issued a total of 82,500 shares
of its common stock.  Jane Olmstead was appointed as interim CFO until a new CFO
has  been  retained.  In  exchange  for  her services as CFO, the Company issued
50,000  shares  of  common  stock  to  Jane Olmstead on January 15, 2002.  A new
Concept  Affiliate,  an  individual providing marketing services to the Company,
was  issued 32,500 shares of our common stock in lieu of cash for services to be
rendered to the Company.  Equity or capital transactions transacted for non-cash
consideration  are complex and require substantial estimates by management.  See
Note  2  "Use of Estimates."  The Company received no cash for any of the shares
it  issued  in  the  quarter  ended  March  31,  2002.

The  shares  issued by the Company in connection with the above transactions are
not  registered under the Securities Act of 1933 and are subject to restrictions
on  transferability  for  a  period  of  one  year  from  the date of issuance.


(9)  -  RELATED  PARTY  TRANSACTIONS


In  January  of 2002, Jane Olmstead was appointed as interim CFO until a new CFO
has  been  retained.  In  exchange  for  her services as CFO, the Company issued
50,000  shares  of  common  stock  to  Jane  Olmstead on January 15, 2002.  Jane
Olmstead  has  served  as a Director and member of the Company's Audit Committee
since  the  fourth  quarter  of  2000.

During  the  first  quarter  of  2002,  the  Company's  founding  shareholder,
BulletProof  Business  Plans,  provided  a  total of $7,460 in cash advances and
expenses  paid  on  the  Company's  behalf.  The  advances  were  all short-term
obligations,  due  on  demand  and  non-interest  bearing.

In  the  fourth  quarter  ended  December  31, 2001, the Company entered into an
agreement  with  its largest shareholder, BulletProof Business Plans, Inc. and a
company  owned by its CEO, Frank Maresca, Frank Maresca & Associates, to provide
consulting  services  for a biopharmaceutical company engaged in the development
of generic paclitaxel. The balance of $9,500 in services due under the agreement
is  reflected  as  due  to  stockholders.


(10)  -  SUBSEQUENT  EVENTS

In  April  of  2002,  we  were informed that Bentley House Furniture Company had
pledged  our  shares  to Weylock Trading Company, Inc., a Philippine Company, in
exchange  for  a loan.  We were also informed at that time of Weylock's interest
in  selling  us  back  the  shares  in exchange for our interest in the property
lease.  In  May  of  2002, we reached an agreement with Weylock Trading Company,
Inc.  providing for a transfer of our interest in the property lease in exchange
for  $500,000,  along  with  900,000  shares  of  our  common  repurchased  as
consideration.  Under  the  agreement,  the $500,000 will be paid at $50,000 per
year  for  10  years, with interest computed at the rate of 10% per year and the
first  payment  due  in December of 2002, assuming Weylock uses the property for
their  own  operations.  Should  Weylock  lease,  sell or otherwise transfer the
interest, an acceleration clause provides for immediate payment of the $500,000.


In May of 2002, our agreement with SunnComm, Inc. was amended, providing for the
return  of  certain  rights  to SunnComm in exchange for 1,500,000 shares of our
common  stock  repurchased  as  consideration.  Under the new agreement, we will
jointly  development a solution for our SKU Marketing program for copy protected
discs.

                                       10
<PAGE>

In May of 2002, we reached a definitive agreement with VedaLabs to acquire their
Media  Player  and  Peer-to-Peer  technology.  Under  the  agreement  we  issued
3,000,000  shares of our common stock along with a commitment to pay $250,000 in
cash  within  6  months,  pending  transfer  or  sale  of  the  technology.


ITEM  2.  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

The  matters  discussed in this report contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and within
the  meaning  of Section 21E of the Securities Exchange Act of 1934, as amended,
which  are  subject  to  the  "safe  harbor"  created  by  those sections. These
forward-looking  statements include but are not limited to statements concerning
our  business outlook or future economic performance; anticipated profitability,
revenues,  expenses  or  other  financial  items;  and  statements  concerning
assumptions  made or exceptions as to any future events, conditions, performance
or  other matters which are "forward-looking statements" as that term is defined
under  the  Federal  Securities  Laws.  All  statements,  other  than historical
financial information, may be deemed to be forward-looking statements. The words
"believes",  "plans",  "anticipates",  "expects", and similar expressions herein
are  intended to identify forward-looking statements. Forward-looking statements
are subject to risks, uncertainties, and other factors, which would cause actual
results  to  differ  materially  from  those  stated  in  such  statements.
Forward-looking  statements  include, but are not limited to, those discussed in
"Factors  That May Affect Future Results," and elsewhere in this report, and the
risks  discussed  in  the  Company's  other  SEC  filings.

The  Company  has  defined  a  critical  accounting  policy  as one that is both
important  to  the portrayal of the Company's financial condition and results of
operations  and  requires  the  management  of  the  Company  to make difficult,
subjective  or complex judgments.  Estimates and assumptions about future events
and  their  effects  cannot  be perceived with certainty.  The Company bases its
estimates  on  historical  experience  and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis  for making judgments.  These estimates may change as new events occur, as
more  experience  is  acquired, as additional information is obtained and as the
Company's  operating  environment  changes.

OVERVIEW

Dstage.com,  Inc.,  a  Delaware  corporation (the "Company") was incorporated on
October  12, 1999 to provide support, organization and restructuring services to
other  development  stage  companies. In the summer of 1999, our founders agreed
that culminating trends in venture development, venture funding and intellectual
capital  creation would result in a precipitous drop in valuations for thousands
of  technology  driven  companies worldwide.  This shared perspective caused our
team  to  devise a new model for venture creation and growth. Our model attempts
to  substantially  remove  cash requirements from the earliest stages of venture
formation  and  replace  it  with  knowledge,  expertise,  technology  and  time
contributed  by  various  parties,  applied directly to prospective startups. By
building  a  universe  of  service  and  technology  providers  across  as  many
disciplines and domains as achievable, using Dstage.com common stock as payment,
we  plan  to offer advice and resources to entrepreneurs looking to launch novel
products  and  ventures  worldwide.

Using  our common stock as payment, we have attempted to license a critical mass
of intellectual property, knowledge, expertise, software, applications, patents,
content  and  a  host of other resources needed by development stage enterprises
since  our  inception.  We  intend  to  allow  certain startup ventures (Concept
Sponsors)  screened by our network to request access to appropriate resources we
hold  in  exchange  for  interests in their nascent ventures. To the best of our
knowledge,  our  model is new, risky and unproven. However, we believe it stands
to  potentially  deliver  benefits  to  entrepreneurs,  technology  providers,
professional service providers, early stage investors, and later stage investors
in  many  countries to the degree that the model effectively reduces barriers to
developing  new  ventures  and  launching new products. We hope that by pursuing
this  model,  Dstage.com  will  become  the  leading  source for expert support,
creation,  and  restructuring  of development stage companies across the globe.

                                       11
<PAGE>

RESULTS  OF  OPERATIONS

QUARTER  ENDED  MARCH  31,  2002  COMPARED  TO  QUARTER  ENDED  MARCH  31, 2001

REVENUE
                     CUMULATIVE
                       DURING
                     DEVELOPMENT  THREE MONTHS ENDED MARCH 31,
                        STAGE        2002         2001          % CHANGE
                       --------------------------------------------------
Net revenues      .     $53,608   $      0       $       0            0%
                       ==================================================

We  generated  no  revenue  for  the  quarter  ended March 31, 2002.  During the
quarter  we  provided  services  in  connection with three projects under the US
Consults  Strategic  alliance  executed  in January of 2002.  These services are
provided  on  a  contingency  basis,  meaning  that  no  revenue or cash will be
realized  until certain predetermined outcomes have materialized for US Consults
clients.  If  such  outcomes  do  materialize,  we  anticipate  substantial lags
between  the  contingent  events  occurring  and  our  receipt of cash payments.
Accordingly, there can be no assurances that these services will produce revenue
for  us.

The  business  model we are pursuing anticipates most of our services being paid
for  with  stock  and  certain  services being paid for with cash.  The ultimate
balance we realize between sales settled with cash and sales settled with stock,
if  any future sales are realized, will have a material impact on our results of
operations,  operating cash flow, and the degree to which our earnings, revenues
and  costs  fluctuate  from  period  to  period.  This  is  due  in  part to the
complexities of transactions settled in equity.  This complexity is increased by
our  focus on early stage companies, whose securities are privately held, thinly
traded,  or  quoted  on  mediums  that  make  valuation  highly  subjective.

To  address these complexities, our accounting policies may require us to record
services  issued  in  exchange  for  stock in early stage companies at a nominal
value,  or  no  value  at  all,  since the stock issued generally has no readily
determinable  value.  As  a  result,  the  extent  to  which  we accept stock in
exchange  for  services  and technology we render to privately held, early stage
clients  will  directly impact our future results.  In the remaining quarters of
2002,  we  intend to pursue opportunities to deliver services to such clients in
exchange for cash, stock and a combination of stock and cash.  It is anticipated
that  these  agreements  will  typically  involve  a  variety  of  contracting
methodologies, including, but not limited to, performance based compensation for
services  rendered, fixed sum, guaranteed maximum price, and time and materials.
Similarly,  it  is  expected  that an hourly rate will be used to track contract
progress.  Professional  services  under  all  types  of agreements except those
involving  contingent  consideration  are  recognized  as  the  services  are
performed.

Another  important consideration regarding the balance between services paid for
in  cash  and  services  settled  in  the client's stock is our ability to cover
operating  expenses  we  are  required  to settle in cash.  Our primary business
focus  is  not  on  generating  immediate  revenue.  Instead,  our  focus  is on
acquiring equity interests in promising companies we believe will create capital
appreciation  for  our  shareholders.  Despite  this focus, operating activities
that  result  in  cash revenue play can plan an important role in our ability to
meet  cash  requirements.  This  is especially true to the degree that we do not
successfully  secure  external  cash  financing  to  satisfy  expenses we cannot
satisfy  using  our  common  stock.

                                       12
<PAGE>

COST  OF  SERVICES

                     CUMULATIVE
                       DURING
                     DEVELOPMENT  THREE MONTHS ENDED MARCH 31,
                        STAGE        2002         2001          % CHANGE
                       --------------------------------------------------
  Cost of Services     $53,500     $     0     $      0             0%
                       ==================================================

Our  cost  of services are comprised principally of consulting services provided
by  contract  individuals  to  our  customers.  We  provided  no  services  that
generated  revenue  and  had no costs of services during the quarter ended March
31,  2002.  To the degree that we generate revenue in future periods, consulting
services provided by Concept Affiliates and officers during such periods will be
matched  to  revenue  associated  with  such  services  and recorded as costs of
services.  In  future  periods,  we  expect  the  complexity of our model, which
relies  heavily  on  exchanges  of  our  equity  and  exchanges  of our clients'
equities,  to  result in a lack of predictability and a great deal of volatility
with regard to our Cost of Services and, therefore, our gross margin percentage.


SALES  AND  MARKETING

                     CUMULATIVE
                       DURING
                     DEVELOPMENT  THREE MONTHS ENDED MARCH 31,
                        STAGE        2002         2001          % CHANGE
                       --------------------------------------------------
 Sales and Marketing    $41,937    $  2,376      $   5,000      (52.50)
                       ==================================================


Since  inception,  sales  and  marketing expenses have consisted of advertising,
promotional  materials  and  public  relations expenses. Although the percentage
decrease  in sales and marketing expenses, from the quarter ended March 31, 2001
compared  to  the quarter ended March 31, 2002, is a substantial percentage, the
total  dollar  amount  of sales and marketing expenses is comparably low in both
periods.  However,  there  is a material difference between the payment terms of
sales  and marketing expenses of both periods.  Of our total sales and marketing
expenses incurred in the quarter ended March 31, 2002, 100%, or $2,376, required
payment  in  cash.  Of  our  total  sales and marketing expenses incurred in the
quarter  ended  March 31, 2001, 100%, or $5,000, was initially prepaid for using
our  common  stock,  requiring  no  payment  in  cash.

In  the  remaining quarters of 2002, we hope to substantially increase our sales
and  marketing efforts and, therefore expect our sales and marketing expenses to
increase.  Whereas  our  sales  and  marketing  activities in 2001 were directed
primarily  at  developing  our  corporate image and communicating key events, we
plan  to  promote certain professional services we offer in 2002, in addition to
expanding  the  scope  of  our  image  development  efforts.  While  some of our
anticipated  sales  and  marketing  requirements  can be satisfied using prepaid
services  we  contracted in exchange for common stock, many will require payment
in  cash.

                                       13
<PAGE>

RESEARCH  AND  DEVELOPMENT

                         CUMULATIVE
                           DURING
                         DEVELOPMENT  THREE MONTHS ENDED MARCH 31,
                            STAGE        2002         2001          % CHANGE
                           --------------------------------------------------
 Research and Development    $251,859     $   238    $ 13,254      (98.21)%
                           ==================================================


Since  inception,  research and development expenses have consisted primarily of
costs  related  to the acquisition, testing, design, development and enhancement
of  certain  technologies  we  hold  rights to and which we intend to use in the
future  to  meet our internal needs or the needs of ventures we may invest these
technologies with. While the total dollar amount of sales and marketing expenses
is  comparably  low  in  both  periods,  the  change in research and development
expenses,  from  the  quarter ended March 31, 2001 compared to the quarter ended
March  31,  2002,  is  largely  explained  by  our  efforts  with  an electronic
government  publishing operation in London England in the first quarter of 2001.
In  both  the  first  quarter of 2002 and the first quarter of 2001, 100% of our
research and development expenses required settlement in cash.  Since inception,
the  majority, $217,040 or 86.18% of our research and development expenses since
inception, has related to rights to technologies we acquired in exchange for our
common  stock.  In  future  quarters,  we  anticipate  entering  into  similar
agreements  which  may  cause  our  research  and  development costs to increase
substantially.

GENERAL  AND  ADMINISTRATIVE

                         CUMULATIVE
                           DURING
                         DEVELOPMENT  THREE MONTHS ENDED MARCH 31,
                            STAGE        2002         2001          % CHANGE
                           --------------------------------------------------
General and Administrative  $906,231    $228,693    $ 13,141          1,740%
                           ==================================================

General  and administrative expenses consist primarily of professional services,
insurance,  telephone,  occupancy,  travel and compliance related expenses.  The
increase  in general and administrative expenses for the quarter ended March 31,
2002,  compared  to  the  quarter  ended  March  31,  2001,  is primarily due to
expensing  deferred  compensation  for  Concept  Affiliate  agreements  secured
throughout  2002.  In  the  quarter  ended  March  31,  2002, expensing deferred
compensation  accrued under these agreements accounted for approximately 64.58%,
or  $147,696,  of  our  general  and  administrative  expenses  for the quarter.
Similarly,  prepaid  Concept  Affiliate  services  expensed  during  the quarter
accounted  for  approximately  20.51%,  or  $46,897,  of  our  general  and
administrative  expenses  for  the  quarter ended March 31, 2002.  The remaining
14.91%  is  composed primarily of compliance related expenses, 5.55% or $12,685,
insurance  expense,  2.88% or $6,583, telephone expense, 1.11% or $2,544 and all
other general and administrative expenses totaling $12,287 or 5.37%.  Compliance
related  expenses  include legal, accounting and other charges related to filing
our  reports  with  the  Securities and Exchange Commission.  Of the $228,693 we
expensed  under  the  general and administrative caption in the current quarter,
85.09%  or  $194,593  were  prepaid for using our common stock, $18,656 or 8.16%
require  settlement  in  cash,  and  $15,444  or 6.75% related to other non-cash
charges.  We  plan  to  utilize  more  professional  services from our officers,
directors  and  Concept  Affiliates  in  the  remaining  quarters  of  2002.

                                       14
<PAGE>

IMPAIRMENT  OF  LONG-LIVED  ASSETS  AND  IMPAIRMENT  OF  INVESTMENTS  IN  OTHER
COMPANIES



                     CUMULATIVE
                       DURING
                     DEVELOPMENT  THREE MONTHS ENDED MARCH 31,
                        STAGE        2002         2001          % CHANGE
                       --------------------------------------------------
 Impairment of Assets  $1,215,838     $    0      $     0           0%
                       ==================================================

Impairment  of  Investments
in  Other  Companies   $  709,908     $    0      $     0           0%
                       ==================================================


Our  impairment  policy requires management to review assets and investments for
impairment  on an ongoing basis.  In the case of investments in other companies,
this  analysis combined with our other accounting policies is expected to have a
material  impact  on our results of operations in future periods. Our accounting
policies  generally  may require us to record services performed in exchange for
stock  in  early  stage  companies  at  a  nominal value, since the stock issued
generally  has no readily determinable value.  However, when we use our stock to
effect  investments  in other companies, the bid price for our stock on the date
of  issuance  is  used  to  value  the  transaction initially.  Subsequently, an
impairment  of  this  value may be required to reduce the carrying amount on our
books  to  reflect  a  fair  value.

Our  financial  results  since  inception  are indicative of the extent to which
impairment  of  investments  and assets can impact our operating results.  Since
inception,  impairment  of  investments  in  other  companies  accounts  for
approximately  22.71%  of  our  $3,128,378  net  loss,  whereas  impairment  of
long-lived  assets  has accounted for approximately 38.86% of our net loss since
inception.  Together, these two expense categories account for 61.56% of our net
loss  from  inception  and  through  the  quarter  ended  March  31,  2002.

An  impairment  loss  is  recorded  in the period in which we determine that the
carrying amount is not recoverable.  This requires the Company to make long-term
forecasts  of  its  future  revenues  and costs related to the assets subject to
review.  These  forecasts may require assumptions about demand for the Company's
products  and  services, future market conditions and technological developments
in  order  to  support  fair  value  and  avoid  impairment.  Significant  and
unanticipated  changes  to  these  assumptions  could  require  a  provision for
impairment  in  a  future  period.


INCOME  TAXES

There is no current or deferred tax expense for the period from October 12, 1999
(inception)  to March 31, 2002 due to net losses from operations by the Company.
As  of March 31, 2002 we had operating loss carryforwards of $3,128,378 compared
to  operating  loss  carryforwards  of  $2,896,808 as of December 31, 2001.  The
operating  loss  carryforwards  expire  beginning  in  2019.

                                       15
<PAGE>

NET  LOSS


                     CUMULATIVE
                       DURING
                     DEVELOPMENT  THREE MONTHS ENDED MARCH 31,
                        STAGE        2002         2001          % CHANGE
                       --------------------------------------------------

Net income (loss)   ($3,128,378)   ($231,571)    ($31,591)       633.03%
                    =====================================================
Net income (loss)
 per share               ($0.40)      ($0.02)      ($0.00)       347.79%
                    =====================================================
Weighted  average
shares outstanding    7,916,393   12,127,281    7,408,222         63.70%
                    =====================================================


We  have  incurred  net  losses  from  operations  in each fiscal year, and each
quarter,  since our inception.   The overall increase in our quarterly loss from
operations,  from the quarter ended March 31, 2001 compared to the quarter ended
March 31, 2002, was approximately 633.03%, or $199,980.  The overall increase in
our  quarterly  net  loss  is  primarily  attributable  to a 1,740%, or $215,552
increase  in  our  general  and  administrative expenses in the first quarter of
2002.

We  anticipate  that impairments will play a major role in our operating results
in  the  remaining quarters of 2002 as well as in future periods.  Although none
of our impairment losses have consumed cash flow since inception, our ability to
convert  the  assets,  resources  and  technology  we  acquire  into  gains, and
ultimately  positive  cash  flow,  will  largely  determine the viability of our
business  model.  Similarly,  to the degree that we have to issue more shares to
acquire  assets and resources that are later impaired and not readily recovered,
such  events  will  be  dilutive  to  our  existing  shareholders.
..

LIQUIDITY  AND  CAPITAL  RESOURCES

We  must  successfully  secure  external  cash  financing to satisfy expenses we
cannot  satisfy  using  our  common stock in the remaining quarters of 2002.  In
addition,  we  must  successfully  generate  sufficient cash revenue to meet our
operating  cash  requirements  in  the  remaining quarters of 2002.  Our working
capital  continued to decrease from the December 31, 2001 to March 31, 2002.  As
of  March  31,  2002  we  had negative working capital of ($46,570), compared to
negative  working  capital  of  ($7,069) as of December 31, 2001.  The change in
working  capital  reflects  growth  in  current  liabilities from $103,320 as of
December  31, 2001 to $118,480 as of March 31, 2002, combined with a decrease in
current  assets, from $96,251 as of December 31, 2001 to $71,910 as of March 31,
2002.  The  increase  in  current  liabilities  in  the  quarter  is  primarily
attributable  to a $15,000 liability accrual for executive compensation expense.
None  of  our accrued executive compensation expense requires payment in cash.

Another  change  that  resulted  in  the increase of our current liabilities was
growth in our other accrued expenses, from $2,300 at December 31, 2001 to $9,375
as  of  March  31, 2002.  This increase was largely due to an accrual related to
increased  auditing  costs.  These  increases  were partially offset by a slight
decrease  in  our accounts payable, from $14,781 at December 31, 2001 to $12,668
at  March  31, 2002.  The accrued expenses of $9,375 and the accounts payable of
$12,668  all  require  payment in cash.  The remaining $21,437, or 18.09% of our
first  current  liabilities is primarily comprised of short-term demand advances
due  to  a related party, $16,960 or 14.31% and a note payable for our insurance
coverage,  $4,477  or  3.78%.  Each of these components also requires payment in
cash.

The decrease in current assets in the first quarter is primarily attributable to
a  decrease  in  our prepaid expenses and deposits, from $18,011 at December 31,
2001  to  $781  at  March  31,  2002,  accounting  for $17,230, or 70.79% of the
decrease  in  current  assets.  In addition, a decrease in cash, from $10,624 at
December 31, 2001 to $3,621 as of March 31, 2002, accounts for $7,003, or 28.77%
of  the  decrease  in  current  assets.  Both  of  these  changes resulted in an
increase  in  cash  outflow.

                                       16
<PAGE>

Our  primary  source  of capital since inception has been;  the sale of stock to
our  majority shareholder, BulletProof Business Plans, Inc. ("BulletProof"), for
$30,000  in cash, the sale of stock to BulletProof in exchange for expenses paid
on  our  behalf  in  the  amount  of $16,691, the conversion of $25,000 in notes
payable  into  common  stock  by  BulletProof, and the forgiveness of $30,000 in
notes  payable  by  BulletProof.  In  addition,  BulletProof provided a total of
$39,333  in  short-term demand advances and expenses paid on our behalf in 2001,
of  which  we  repaid  $33,470  under  these obligations, leaving balance due of
$5,863  as  of  December  31,2001.  In  the first quarter of 2002, we repaid the
balance  of $5,863 in short-term advances and borrowed an additional $7,460 from
BulletProof.  In  addition  to  this  source  of cash flow, our revenue in 2001,
while  insignificant  as  a  total dollar amount, was a source of cash given the
limited  cash  requirements of our operations.  In total, we received $53,500 in
cash  from  sales  in  2001,  along  with  $9,500  in  cash from prepayments for
services,  and  $25,500 in additional paid-in-capital.  To realize the growth in
our  network  of  professional  service  providers  and  licensed technology our
business  model  calls  for,  we  will  require far more cash than that which is
required  to  meet  our  minimum  needs.

In  order  to  preserve  cash,  we  have  prepaid  the services of our officers,
directors  and Concept Affiliates using our stock.  Our ability to continue this
model in the future is critical to our success and our ability to continue as an
ongoing  concern.  In  the first quarter of 2002, our common stock bid price was
quoted  at  a  low of $0.35 to a high of $1.30.  However, our board had approved
the  issuance of shares to new Concept Affiliates at a negotiated value of $6.00
per  share,  although  the  low  bid  price  would  be  used  to record any such
transactions.  As  a  result of the historical difference between negotiated and
bid  prices per share, our ability to negotiate new Concept Affiliate agreements
in future periods may be adversely impacted.  To the degree that our stock price
does  not  increase, we may have difficulty securing new agreements with service
providers,  acquiring  new  technology  and  executing  on  our business model.

ACCOUNTING  FOR  AFFILIATE  COMPANY  OWNERSHIP

The  various  interests that we acquire in our affiliate companies are accounted
for  under  the  following:  equity  method  and  cost  method.  The  applicable
accounting  method  is  generally  determined  based  on our voting interest and
control  in  an  affiliate  company.

Equity  Method.  The  equity  method  of  accounting  is used to account for our
investment  in  affiliate  companies  and  other  investees  in  which we have a
significant  voting  interest  (at  least  20%).  Under  the  equity  method  of
accounting,  the
Company  records its equity ownership share of the affiliate's earnings, losses,
and  dividends  paid.

Cost Method. The cost method of accounting is used to account for our investment
in  affiliate  companies and other investees in which we do not have significant
voting  interest  (less  than 20% of the voting stock). Under the cost method of
accounting,  our  share  of  the  earnings  or  losses of these companies is not
recorded.  The  investments  are  recorded  at  historical  cost.



FACTORS  THAT  MAY  AFFECT  FUTURE  RESULTS

We  operate  in  a  rapidly  changing business environment that involves several
risks,  many  of  which  are beyond our control. Factors that could cause actual
results  to  differ  materially  from  results  anticipated  in  forward-looking
statements  include,  but  are  not  limited  to  the  following.

Dstage.com  was  incorporated  in  October  of  1999 and has a limited operating
history  from  which to base an evaluation of its business and prospects.  Since
inception,  we  have incurred losses and as of March 31, 2002 had an accumulated
deficit  of  $3,128,378.

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Our revenues, operating income or net income in the future are unpredictable. As
a  result  of  our limited operating history and the nature of the industries in
which  we  compete,  we  are  unable  to accurately forecast revenues, operating
income  or  net income.  We anticipate continuing to incur significant operating
expenses  in  the  future.  Our  business  strategy  is  designed  to  utilize
professional  services  paid  in  our  common  stock in lieu of cash, which will
permit  us  to  operate under lower cash levels than traditional operations. Our
current expense levels are based largely on the Company's efforts to develop its
business  model  and pursue initial sales; therefore, current expense levels are
not  indicative of future expense levels.  We can give no assurance that it will
achieve  profitability  or  be  capable  of  sustaining  profitable operations.

Our quarterly results of operations may fluctuate widely. It is anticipated that
future  quarterly  operating  results  could  fluctuate  significantly  and that
period-to-period comparisons of our results may not necessarily be meaningful or
indicative  of  future  results.  There  are many factors that may contribute to
these  quarterly  fluctuations,  some  of  which are beyond our control. Factors
include,  but  are  not  limited  to:  (i)  Charges for impairment of long-lived
assets
in  future  periods;  (ii)  Market  acceptance  of  our  ventures, services, and
products;  (iii)  Economic  conditions  specific  to  the  industry  in which we
operate;  and  (iv) General economic conditions. In the event that we are unable
to continue our business model due to a major shift in the economy or some other
unforeseen  reason,  we  may  have  to  adjust  our  business  model  to  a more
traditional  reliance  on cash consideration. This event could have an impact on
net  operating  results  by  requiring  us  to  obtain  various  loans  to  meet
obligations.  This  could  result in interest payments and other debt expenses.

A  substantial  risk  facing  us  is  the  issue of valuation of common stock in
negotiating  common  stock  for  service.  We anticipate having to negotiate the
value  of  our  stock  in  almost  every transaction that we engage in; stock in
Dstage.com,  private venture equity, interests in licensed technology, and other
assets,  for  which market prices are highly subjective. We will be dependent on
the  vagaries  of  negotiation  in  many  transactions. Negotiations may include
subjective  assessments of an asset or investment's value; therefore, an initial
over-payment could result in an adverse consequence to our value when impairment
is  determined.

We  depend on key contractors and the loss of those contractors may harm us. Our
performance  is  dependent  on  the  continued  service  and  performance of our
executive  officers.  Our  success  is  dependent  on its ability to attract and
retain  high  quality  personnel.

There  may  be conflicts of interest within our network. Our network of "Concept
Sponsors",  "Concept  Affiliates",  officers  and  directors  may face potential
conflicts  of interest with each other and with Dstage.com shareholders. Some of
the  our executive officers and directors also serve as officers or directors of
other  companies.

We  face  competition  from other investors, which may prevent us from realizing
strategic  opportunities. We intend to develop an extensive network of resources
that will position us to acquire or invest in other companies. We expect to face
competition  from  Internet-related  companies, venture capital firms, and large
corporations.  Some of our competitors may have greater financial resources than
we  do,  which  may  limit  our  opportunity  to  acquire  interests  that could
compliment  our  business  strategy.

We  may  experience  adverse consequences in our efforts to avoid the investment
company status. The Investment Company Act of 1940 provides a set of regulations
for companies engaged in the business of investing, reinvesting, owning, holding
or trading securities. Under the Investment Company Act, a company may be deemed
an  investment  company if it owns investment securities with a value exceeding,
40%  of  its  total  assets,  subject  to  certain  exclusions  and  safe harbor
provisions.

We could become subject to regulation under the Investment Company Act if enough
of  our future interests in our affiliates are considered investment securities.
Unless  an exclusion or safe harbor provision was available to us, we would have
to reduce our investment securities as a percentage of total assets. In order to
avoid these regulations, we may have to take actions that we would not otherwise
choose  to take. Regulations applicable to investment companies are inconsistent
with  our  fundamental  business  strategy  of promoting collaboration among our
affiliates.

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PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS
NONE

ITEM  2.  CHANGE  IN  SECURITIES
NONE

ITEM  3.  DEFULTS  UPON  SENIOR  SECURITIES
NONE

ITEM  4.  SUBMISSION  OF  MATTERS  TO  VOTE  OF  SECURITIES  HOLDERS
NONE

ITEM  5.  OTHER  INFORMATION
NONE

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

a.  Exhibits  -  NONE


b.     Reports  filed  during  the  last  quarter  covered  by  this  report.

(1)     Pursuant  to  Item  1.,  "Change  In  Control", Item 2., "Acquisition or
Disposition  of  Assets", and Item 6., "Resignations of Registrant's Directors",
we  filed  a  Current  Report  on  Form  8-K  dated  January  15,  2002.


SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  dully  caused  this  report  to  be signed on its behalf by the
undersigned  hereunto  duly  authorized.

Dstage.com,  Inc.

Dated:  May  15,  2002

By:

/s/  Frank  R.  Maresca,  Jr.
     Frank  R.  Maresca,  Jr.,  Chief  Executive  Officer,  Director

/s/Jane  Olmstead
   Jane Olmstead, Director, Interim Chief Financial Officer,
   Audit Committee Member

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